In the last few months, more than US$600 million has been raised by way of initial coin offerings for a variety of startup ideas utilizing Blockchain technology. ICOs are extremely popular in the digital currency space because they fulfill one of the fundamental promises of Bitcoin – they allow startups to receive investments via the Blockchain from anywhere in the world in a decentralized manner, without the intervention of third party financial institutions. In terms of Blockchain applications, it’s as pure as it gets for those of us in the digital currency space. Better still, ICOs are egalitarian – they equal the playing field for startups. You can be rich or poor, a banker or a farmer, a man or a woman, in Canada or Nigeria – and with nothing more than a computer, a good business idea and with an ICO, you have an equal opportunity of securing investment for a startup. That this is revolutionary and transformative is an understatement. ICOs also play an important but not much discussed role in helping to mitigate two critical global issues – financial inclusion for businesses that are denied financing and financial services, and growing wealth disparity. But some ICOs are laden with legal risks. Some ICOs are the issuance of securities and are launched in violation of securities law. In other cases, investor funds are solicited and taken with little to no disclosure to investors of the risks; often the ICO is not incorporated in any jurisdiction, exposing its officers and directors to unnecessary personal liability; and next to no attention is paid to financial crime concerns of an ICO and in fact, there is practically no such thing as “know your investor” in the context of an ICO. All of these legal risks can be resolved with sound legal advice, good corporate governance and transparency. The purpose of this white paper on ICOs is to provide a brief description of ICOs, together with some of the risks associated with ICOs and guidance on participating in an ICO in a way that protects the investor, the public and the global financial system. Our aim is to start the much-needed dialogue on the law with respect to ICOs, so that we can all ensure that the benefits of ICOs that will change the world and make it a better place, can be fulfilled.

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